Hey again, thanks for all your fantastic reviews, here's the next chapter. Apologise for my poor writing skills. R & R xxx.

He slipped into school, vaguely aware that he was incredibly late for lessons. Quietly, he made his way to his first lesson, which was nearly over by the time he reached it. He peered through the small window in the door; Mr Lindsey was predominantly in the middle of the classroom, giving another of his depressing and energy-sapping lectures; there was no chance of slipping in unnoticed.

Part of him felt like running, as far as he could go, to the ends of the earth and beyond, and fall off, if possible. The other part wanted to curl up and sleep.

The lack of sleep was beginning to take its toll, but he found the tiredness helped to distract him from worrying about his mother's constantly deteriorating health. He was too exhausted to be tense, from both the physical exertion of the run this earlier that morning, and the mental exhaustion as well. Someday it would catch up with him, but at the moment, he really didn't care.

Then, suddenly something grabbed him around the waist, and he almost leapt out of his skin. He twisted around violently, expecting to see Guy, or Vaysey, the ring leaders of Year 10's group of problem teenagers. He was even more surprised to see Marian behind him, bent over in silent hysterics.

"Don't do that!" he exclaimed, forgetting that he had to keep his voice low. She clamped a hand tightly over his mouth "ssshh!" she whispered. "What are you doing?" he hissed. She grinned, "You sound like Robin."

He rolled his eyes. Marian had never quite given in to Robin's constant pestering. It was certainly no secret that the Year 10 boy had a soft spot for her, and he made no attempt to hide it. Marian knew it, and used it to her advantage, snubbing the egotistical attempts the teenager had made to charm her, but accepting the gifts and chocolate with an amused smile. Any other teenage girl would have fallen head over heels, and gone all giggly, and made no attempt to refuse his offers. But Will knew that Marian was no ordinary teenager girl, and she refused to be treated like a cheap prize that could be bought by money and lavish gifts. If Robin Huntingdon wanted to impress her, then he'd have to find another tactic. But he knew that Robin already held Marian's heart; she just wanted him to prove that he could show compassion. He had a sneaking feeling that Marian actually enjoyed rebuffing the teenager's countless attempts to make her his.

"What are you doing?" he repeated. "I missed the bus." "Daydreaming?" Marian flushed pink, "Yes." She admitted. He grinned, "About a certain Robin Huntingdon?" This remark earned him a sharp slap, "Watch it Will Scarlett." She scolded severely. Then her face softened. "How's your Mum?" she asked gently.

Will froze at her words. For a second she saw raw fear in his eyes as he fought to control his emotions. A muscle in his jaw twitched. He swallowed, "She's...alright. No better." His voice faltered, "She just looks really thin and...fragile. Like she's got no hope or fight left in her. She said herself that she wants to die."

Marian squeezed his arm gently, "She's strong, your mum. She'll keep fighting." She has to, she added silently.

Will swallowed as images of his mother floated detached through his brain, and blinked back the tears that desperately wanted to fall. He shook his head to clear the pictures, to control his emotions. He had to control them. Or risk losing it altogether.

He forced a grin onto his face. "So how's things with Robin?" She scowled, "God, he's so flaming persistent. I swear to you, I will wring his neck one day. And that complete slimeball Guy has been sniffing around me again, like some stupid little dog." "Tell me you're not thinking of going out with him?" She looked revolted, "Of course not! How could you even...That is truly disgusting." Then she grinned, "Although..."

"You could pretend to be interested in him. It'd drive Robin insane." Will added, with an evil grin. For a short while, in Marian's company, he was able to relax, and feel like a normal teenager, with normal problems. She understood. He didn't have to pretend for her, didn't have to pretend that everything was alright, when it definitely wasn't.

Marian easily accepted the challenge, "Anything to wipe that smug, arrogant grin off his face." She couldn't resist a challenge. And any challenge that could so easily wind Robin up, was an added bonus. But at the moment, she was more worried about her best friend.

Will seemed to look more and more exhausted every time she saw him. The dark shadows underneath his eyes spoke the words he couldn't. His skin was as pale as milk, a combination of exhaustion, and tension, of living in fear that his mother's health might deteriorate rapidly at any minute. Now, more than ever, she felt desperately sorry for him.

Suddenly, she flung her arms around his neck, hugging him tightly, surprised at herself. He hesitated, taken aback, before hugging her back just as warmly.

"You're not alone, Will." She whispered in his ear, "You're not alone."